Reply from Delek advisors25 Apr 2017 23:56
At this time Delek has not announced if they intend to delist from the TSX & AIM once the offer closes.
The purchase of Common Shares by the Offeror under the Offer will reduce the number of Common Shares that might otherwise trade publicly and will reduce the number of holders of Common Shares and, depending on the number of Common Shares acquired by the Offeror, could materially adversely affect the liquidity and market value of any remaining Common Shares held by the public.
As of the April 20th expiry to the Offer, Delek owns approximately 70.25% of the issued and outstanding.
There are certain rules and regulations (set out below) which would lead to the cessation of trading and delisting of the Common Shares from the TSX, whether Delek intends to delist or not.
â€According to the TSX Company Manual, the Common Shares may be involuntarily delisted if (i) the market value of the freely-tradable, publicly held Common Shares is less than $2,000,000 over any period of 30 consecutive trading days, (ii) the number of freely tradable, publicly held Common Shares is less than 500,000; or (iii) the number of public security holders, each holding a board lot or more, is less than 150 in each case exclusive of holdings of officers and directors of Ithaca and persons who own or control, directly or indirectly, 10% or more of the Common Shares. Depending upon the number of Common Shares purchased pursuant to the Offer, it is possible that the Common Shares would fail to meet the criteria for continued listing on the TSX. If this were to happen, the Common Shares could be delisted and this could, in turn, adversely affect the market or result in a lack of an established market for the Common Shares.â€
Should Delek obtain 90% of the Issued and outstanding shares during the mandatory 10 day extension, Ithaca can then proceed with a Compulsory Acquisition to obtain all of the shares of Ithaca, which at that point they could cause Ithaca to apply to delist the Common shares from the TSX and/or AIM as soon as practicable.
The TSX Company Manual outlines when a shareholder vote may be required prior to delisting. Under Part VII Halting of Trading, Suspension and Delisting of Securities
Please do not hesitate to contact me should you have any further questions.
Regards,
Linda...
Linda Donaldson
Account Manager
LAUREL HILL ADVISORY GROUP